07/15/2024 | Press release | Distributed by Public on 07/15/2024 14:05
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Title of Derivate Security | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
EINHORN DAVID 140 EAST 45TH STREET 24TH FLOOR NEW YORK, NY10017 |
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DME Advisors GP, L.L.C. 140 EAST 45TH STREET 24TH FLOOR NEW YORK, NY10017 |
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DME Advisors, LP 140 EAST 45TH STREET 24TH FLOOR NEW YORK, NY10017 |
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DME Capital Management, LP 140 EAST 45TH STREET 24TH FLOOR NEW YORK, NY10017 |
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/s/ Daniel Roitman, attorney-in-fact for David Einhorn* | 2024-07-15 |
**Signature of Reporting Person | Date |
/s/ Daniel Roitman, Chief Operating Officer of DME Advisors GP, L.L.C. | 2024-07-15 |
**Signature of Reporting Person | Date |
/s/ Daniel Roitman, Chief Operating Officer of DME Advisors GP, L.L.C., General Partner of DME Advisors, L.P. | 2024-07-15 |
**Signature of Reporting Person | Date |
/s/ Daniel Roitman, Chief Operating Officer of DME Capital Management, L.P. | 2024-07-15 |
**Signature of Reporting Person | Date |
(*) | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
(**) | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | David Einhorn is the senior manager of DME Advisors GP, LLC ("DME GP"). DME GP is the general partner of DME Advisors, LP ("DME") and DME Capital Management, LP ("DME CM" and, together with DME GP, DME, and Mr. Einhorn, the "Reporting Persons"). Mr. Einhorn may be deemed to beneficially own the securities reported herein by virtue of his position with respect to DME GP. |
(2) | Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), the Reporting Persons disclaim beneficial ownership of the Common Stock (as defined below) except to the extent of their respective pecuniary interests therein. The filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of the Common Stock held for the account of GCOM, the SPVs, or SILP (each as defined below). |
(3) | The Reporting Persons control the disposition and voting of shares of Common Stock ("Common Stock") of the Issuer held for the account of Greenlight Capital Offshore Master, Ltd. ("GCOM"), certain special purpose vehicles (the "SPVs"), and Solasglas Investments, LP ("SILP"), in the respective capacities and quantities further described in the footnotes below. |
(4) | DME CM controls the voting and disposition of 8,164,693 shares of Common Stock held for the accounts of GCOM and the SPVs, of which in each case DME CM acts as investment advisor. |
(5) | DME controls the voting and disposition of 1,302,690 shares of Common Stock held for the account of SILP, of which DME serves as investment advisor. |
(6) | Sales made pursuant to a previously disclosed agreement. |